Sec Form 4 Filing - Anderson Steven P. @ Stitch Fix, Inc. - 2020-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Anderson Steven P.
2. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BASELINE VENTURES, 680 S. CACHE STREET, SUITE 100-10820
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2020
(Street)
JACKSON, WY83001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/01/2020 C 826,451 ( 3 ) ( 4 ) A $ 0 826,451 I See Footnotes ( 1 ) ( 2 )
Class A Common Stock 10/01/2020 J( 1 ) 826,451 ( 3 ) ( 4 ) D $ 0 0 I See Footnotes ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 5 ) ( 6 ) 10/01/2020 C 826,451 ( 3 ) ( 4 ) ( 5 )( 6 ) ( 7 ) Class A Common Stock 826,451 $ 0 23,795,858 I See Footnotes ( 1 ) ( 2 )
Class B Common Stock ( 5 ) ( 6 ) 10/01/2020 J( 1 )( 8 ) 375,576 ( 1 ) ( 8 ) ( 5 )( 6 ) ( 7 ) Class A Common Stock 375,576 ( 8 ) $ 0 23,420,282 I See Footnotes ( 1 ) ( 2 ) ( 8 )
Class B Common Stock ( 5 ) ( 6 ) 10/01/2020 J( 1 )( 8 ) 375,576 ( 8 ) ( 5 ) ( 7 ) Class A Common Stock 375,576 $ 0 375,576 D ( 1 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anderson Steven P.
C/O BASELINE VENTURES
680 S. CACHE STREET, SUITE 100-10820
JACKSON, WY83001
X X
Signatures
/s/ Steven P. Anderson 10/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 1, 2020: (i) Baseline Ventures 2009, LLC ("BV 2009") distributed Class A common stock to its non-managing members and Class B common stock to its managing member (Baseline Ventures 2009 Associates, LLC ("BVA 2009")). BVA 2009 is the managing member of BV 2009. Steven Anderson is the sole member of BVA 2009. (ii) Baseline Increased Exposure Fund, LLC ("BIE") distributed Class A common stock to it non-managing members and Class B common stock to its managing member (Baseline Increased Exposure Fund Associates, LLC ("BIEA")). Steven Anderson is the sole member of BIEA. (iii) BVA 2009 and BIEA in turn distributed Class B common stock to Steven Anderson.
( 2 )Following the distribution, the shares held indirectly by the Reporting Person are follows: (i) 7,526,951 shares of Class B common stock directly held by BIE; (ii) 15,350,020 shares of Class B common stock directly held by BV 2009; (iii) 277,911 shares of Class B common stock held directly by Baseline Cable Car, LLC; (iv) 265,400 shares of Class B common stock held by Baseline Encore, L.P. ("BE"). Baseline Encore Associates, LLC ("BEA") is the general partner of BE. Steven Anderson is the sole member of BCC and BEA. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
( 3 )BV 2009 converted 554,731 shares from Class B to Class A common stock prior to the distribution of the Class A shares to the non-managing members of BV 2009.
( 4 )BIE converted 271,720 shares from Class B to Class A common stock prior to their distribution of the Class A shares to the non-managing members of BIE.
( 5 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock; (ii) ten years following the effective date of the Issuer's initial public offering; or (iii) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class
( 6 )In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (ii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the Issuer) of the reporting person, shares of Class B Common Stock held by the reporting person or the reporting person's permitted estate planning entities will convert into Class A Common Stock.
( 7 )Not Applicable.
( 8 )These Class B shares were distributed to BVA 2009 and BIEA, and then distributed to, and are held directly by the Reporting Person, Steven Anderson.

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